Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>On the 27th October, <a href="https://www.smartkarma.com/entities/jardine-matheson-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19718:1" rel="noopener">Jardine Matheson Holdings (JM SP)</a> announced an Offer for 88.04%-held <a href="https://www.smartkarma.com/entities/mandarin-oriental-international-ltd" target="_blank" data-smartkarma-citation="entities:4773:1" rel="noopener">Mandarin Oriental International (MAND SP)</a>, after MAND concurrently announced the partial sale of OCB to Alibaba.  </li>
<li>MAND will pocket US$925mn from the sale. The privatisation will set Matheson back ~US$500mn. Alibaba is ostensibly funding MAND's privatisation. And then some.  </li>
<li>Last week Matheson announced it will undertake a US$250mn buyback, which is expected to  complete in 2026.</li>
</ul>


On the 27th October, Jardine Matheson Holdings (JM SP) announced an Offer for 88.04%-held Mandarin Oriental International (MAND SP), after MAND concurrently announced the partial sale of OCB to Alibaba.  
MAND will pocket US$925mn from the sale. The privatisation will set Matheson back ~US$500mn. Alibaba is ostensibly funding MAND's privatisation. And then some.  
Last week Matheson announced it will undertake a US$250mn buyback, which is expected to  complete in 2026.


<ul>
<li>Back in 2021, <a href="https://www.smartkarma.com/entities/jardine-matheson-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19718:1" rel="noopener">Jardine Matheson (JM SP)</a> took 84.89%-held <a href="https://www.smartkarma.com/entities/jardine-strategic-holdings-ltd" target="_blank" data-smartkarma-citation="entities:15081:1" rel="noopener">Jardine Strategic (JS SP)</a> private by way of an Amalgamation. As Matheson was permitted to vote, the outcome was assured. </li>
<li>Less clear are "fair value" appraisal rights afforded Strategic's dissentient shareholders, the outcome of which navigates the Bermuda/UK courts. To date, dissenters have mostly had their way.</li>
<li>Which may have precipitated Matheson opting for a (full value) Scheme for <a href="https://www.smartkarma.com/entities/mandarin-oriental-international-ltd" target="_blank" data-smartkarma-citation="entities:4773:1" rel="noopener">Mandarin Oriental International (MAND SP)</a>, in which appraisal rights are not afforded.</li>
</ul>


Back in 2021, Jardine Matheson (JM SP) took 84.89%-held Jardine Strategic (JS SP) private by way of an Amalgamation. As Matheson was permitted to vote, the outcome was assured. 
Less clear are "fair value" appraisal rights afforded Strategic's dissentient shareholders, the outcome of which navigates the Bermuda/UK courts. To date, dissenters have mostly had their way.
Which may have precipitated Matheson opting for a (full value) Scheme for Mandarin Oriental International (MAND SP), in which appraisal rights are not afforded.


Matheson's Motive For Avoiding MAND's Dissentient Shareholders

<ul>
<li>Concurrent with the sale of 13 floors of OCB to <a href="https://www.smartkarma.com/entities/alibaba-group-holding-ltd-d7b798e2-202d-4e01-9a1e-799e2ae8f0c7" target="_blank" data-smartkarma-citation="entities:28434:1" rel="noopener">Alibaba</a>, <a href="https://www.smartkarma.com/entities/jardine-matheson-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19718:1" rel="noopener">Jardine Matheson (JM SP)</a> announced on the 17th October an Offer for <a href="https://www.smartkarma.com/entities/mandarin-oriental-international-ltd" target="_blank" data-smartkarma-citation="entities:4773:1" rel="noopener">Mandarin Oriental (MAND SP)</a>'s minorities at US$3.35/share.</li>
<li>This is a clean, full, "dull" Offer. And MAND is trading super tight to terms at ~2.1% gross, with possible payment (my estimate) late Feb 2026.</li>
<li>Proceeds from the OCB sale will be US$925mn. And taking out MAND's minorities will set Matheson back ~US$1bn. Yet the market is now assigning US$2.1bn less for Matheson's stub ops. </li>
</ul>


Concurrent with the sale of 13 floors of OCB to Alibaba, Jardine Matheson (JM SP) announced on the 17th October an Offer for Mandarin Oriental (MAND SP)'s minorities at US$3.35/share.
This is a clean, full, "dull" Offer. And MAND is trading super tight to terms at ~2.1% gross, with possible payment (my estimate) late Feb 2026.
Proceeds from the OCB sale will be US$925mn. And taking out MAND's minorities will set Matheson back ~US$1bn. Yet the market is now assigning US$2.1bn less for Matheson's stub ops. 


Jardine Matheson's Underperformance Post Mandarin Offer

<ul>
<li>The prior MO for the Jardines group was never sell your commercial buildings. This year marks a paradigm shift in that line of thinking. </li>
<li>First <a href="https://www.smartkarma.com/entities/hongkong-land-holdings-ltd" target="_blank" data-smartkarma-citation="entities:15465:1" rel="noopener">Hongkong Land (HKL SP)</a> sold nine floors of One Exchange Square to <a href="https://www.smartkarma.com/entities/hong-kong-exchanges-clearing" target="_blank" data-smartkarma-citation="entities:490:1" rel="noopener">HKEX (388 HK)</a>. The first such sale since 1988.</li>
<li>Now <a href="https://www.smartkarma.com/entities/mandarin-oriental-international-ltd" target="_blank" data-smartkarma-citation="entities:4773:1" rel="noopener">Mandarin Oriental (MAND SP)</a> is negotiating the sale of "certain office space" at One Causeway Bay. <a href="https://www.smartkarma.com/entities/jardine-matheson-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19718:1" rel="noopener">Jardine Matheson (JM SP)</a>'s NAV discount and implied stub are at 12-month lows/highs.</li>
</ul>


The prior MO for the Jardines group was never sell your commercial buildings. This year marks a paradigm shift in that line of thinking. 
First Hongkong Land (HKL SP) sold nine floors of One Exchange Square to HKEX (388 HK). The first such sale since 1988.
Now Mandarin Oriental (MAND SP) is negotiating the sale of "certain office space" at One Causeway Bay. Jardine Matheson (JM SP)'s NAV discount and implied stub are at 12-month lows/highs.


Jardine Matheson (JML SP): Additional Office Recycling Speculated

Equity Bottom-Up

Jardine Matheson Holdings / Equity Bottom-Up

<ul>
<li>
<a href="https://www.smartkarma.com/entities/jardine-matheson-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19718:1" rel="noopener">Jardine Matheson Holdings (JM SP)</a> is up ~10% this week and ~30% YTD. 53.3%-held <a href="https://www.smartkarma.com/entities/hongkong-land-holdings-ltd" target="_blank" data-smartkarma-citation="entities:15465:1" rel="noopener">Hongkong Land (HKL SP)</a>, JMH's largest holding, is up 41% YTD and 85% over the year. </li>
<li>HKL has been on a tear since CEO Michael Smith started on the 1st April 2024, as HKL focused on capital allocation and portfolio management - read deleveraging.</li>
<li>The recent appointment of PAG's Lincoln Pan at the helm of JMH, has the street upbeat he will bring about similar positive developments. That's not unreasonable.</li>
</ul>



Jardine Matheson Holdings (JM SP) is up ~10% this week and ~30% YTD. 53.3%-held Hongkong Land (HKL SP), JMH's largest holding, is up 41% YTD and 85% over the year. 
HKL has been on a tear since CEO Michael Smith started on the 1st April 2024, as HKL focused on capital allocation and portfolio management - read deleveraging.
The recent appointment of PAG's Lincoln Pan at the helm of JMH, has the street upbeat he will bring about similar positive developments. That's not unreasonable.


Jardine Matheson (JM SP) On A Roll As The Street Turns (More) Positive

Singapore

Jardine Matheson Holdings Limited is a multinational enterprise with a portfolio of businesses focused on the Asia-Pacific region. The Group's activities include financial services, supermarkets, consumer marketing, engineering and construction, automobile trading, insurance broking, property investment, and hotels.

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Jardine Matheson Holdings (JM SP)

On Jardine Matheson's Latest Buyback

Matheson has recovered since my last note. I'd still be setting up the stub here. Or buying outright. Management have proactive with HKL and now...

David Blennerhassett

Matheson's Motive For Avoiding MAND's Dissentient Shareholders

I see MAND trading at 2.1%/6.9% gross/annualised - assuming late Feb 2026 payment. That's not exciting. I prefer Matheson here.

David Blennerhassett

Jardine Matheson's Underperformance Post Mandarin Offer

Proceeds from the OCB sale will be US$925mn. And taking out MAND minorities will cost Matheson ~US$1bn. Yet the market is now assigning US$2.1bn...

David Blennerhassett

Jardine Matheson (JML SP): Additional Office Recycling Speculated

MAND announced that it is selling thirteen floors of One Causeway Bay (OCB) to Alibaba (BABA US) for US$925mn. That's ~US$0.73/share. ...

David Blennerhassett

Jardine Matheson (JM SP) On A Roll As The Street Turns (More) Positive

MAND has confirmed it's in discussions to sell some office space in One Causeway Bay (previously the Excelsior Hotel). Alibaba is rumoured to be...

David Blennerhassett

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